Our named executive officers are entitled to severance benefits
in the event their employment with the Company is involuntarily
terminated other than for cause or is voluntarily terminated for
good reason within two years of a change of control. Based on a
hypothetical termination date of December 31, 2008, the
change of control payments to our named executive officers would
have been as follows:

Mr. Watford(2)

Mr. Smith

Mr. Picquet

Mr. Nance

Base Salary

$

1,500,000

$

460,000

$

530,000

$

360,000

Bonus

4,375,000

700,000

800,000

288,000

Health & Welfare Benefits

3,584

2,977

2,977

2,977

Additional Retirement Benefits









Perquisites









Subtotal

$

5,878,584

$

1,162,977

$

1,332,977

$

650,977

Fair market value of accelerated equity compensation(1)

3,727,500

1,027,500

1,093,125

536,325

Tax gross-up









TOTAL

$

9,606,084

$

2,190,477

$

2,426,102

$

1,187,302

(1)

Includes the 2006, 2007 and 2008 LTIP amounts and the 2008 Best
in Class estimated at maximum levels.

(2)

The base salary and bonus are calculated based on
Mr. Watfords employment agreement which was in effect
on December 31, 2008. See Employment
Agreements. The health and welfare benefits are assumed to
continue for three years as provided in the employment agreement
and are calculated using 2008 amounts.

For our executive officers (other than our CEO whose severance
benefits were set forth in his employment agreement) we provide
for: (i) a lump sum severance payment equal to two times
the executives base salary plus the maximum bonus
opportunity under the AIP; (ii) continuation of life and
health insurance benefits for two years at existing group rates;
(iii) immediate vesting of all stock options awards which
are exercisable for one year following termination; and
(iv) immediate vesting of all LTIP and Best in Class awards
at maximum levels.

A change of control is generally defined as:



The acquisition by an individual, entity or group of beneficial
ownership of 35% or more of either (x) the then outstanding
shares of common stock of the Company, or (y) the combined
voting power of the then outstanding voting securities of the
Company. An acquisition directly from the Company, by the
Company or by an employee benefit plan sponsored by the Company
would not constitute a change of control.



Where individuals who constitute the Board of Directors of the
Company, including new board members approved by the incumbent
Board, cease for any reason to constitute at least a majority of
the Board.



The consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the
acquisition of assets of another corporation, unless following
such business combination current beneficial owners own at least
50.1% of the combined voting power of the combined company.



Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

Good reason includes a reduction in the officers base
salary, diminution of duties or relocation greater than
50 miles without consent.